Exhibit 10(xv)


DEATH BENEFIT PLAN AGREEMENT


           THIS
AGREEMENT, made and entered into this 19th day of May, 2004, by and between
Investors Title Insurance Company, a North Carolina corporation (hereinafter
referred to as the “Company”), and James A. Fine, Jr., an individual residing
in the State of North Carolina (hereinafter referred to as the “Executive”),


           WITNESSETH
THAT:

           WHEREAS,
the Executive is employed by the Company under the terms of an Employment
Agreement dated November 17, 2003, as amended from time to time (the “Employment
Agreement”), and

           WHEREAS,
the Company recognizes the valuable services heretofore performed for it by the
Executive and wishes to encourage his continued employment; and

           WHEREAS,
the Executive wishes to be assured that his irrevocably designated beneficiary
will be entitled to a certain benefit for some definite period of time from and
after the Executive’s death; and

           WHEREAS,
the parties hereto wish to provide the terms and conditions upon which the
Company shall pay such benefit to the Executive’s beneficiary after the
Executive’s death; 

           WHEREAS,
the parties hereto intend that this Agreement be considered an unfunded
arrangement, maintained primarily to provide deferred compensation benefits for
the Executive, a member of a select group of management or highly compensated
employees of the Company, for purposes of the Employee Retirement Income
Security Act of 1974, as amended;

           NOW,
THEREFORE, in consideration of the premises and of the mutual promises herein
contained, the parties hereto agree as follows:

	
   
	
  1.        DEATH
  BENEFIT.

	
   
	
   
	
   

	
   
	
             a.     In
  the event of the death of the Executive while employed by the Company, the
  Company shall thereafter pay to the Executive’s designated beneficiary within
  sixty (60) days of the death of the Executive a lump sum amount equal to:

	
   
	
   
	
   
	
   

	
   
	
   
	
           (i)     an
  amount equal to three (3) times the sum of the Executive’s (i) current Base
  Salary plus (ii) average Bonus Compensation for the past three (3) years (as
  such terms are defined in the Employment Agreement), and

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
           (ii)    two
  million dollars ($2,000,000), reduced by the amount that the Executive’s
  estate will receive under Section 3(d) and Section 5(b) (i), (ii), (iii) and
  (v) of the Employment Agreement, plus the amount accrued on the Company’s
  books pursuant to Section 3(d) and Section 5(b) (i), (ii), (iii) and (v)  of the Employment Agreement.











	
   
	
             b.     The
  Executive hereby irrevocably designates The James Allen Fine, Jr. Irrevocable
  Family Trust dated April 16, 2003 as his beneficiary hereunder.

	
   
	
   
	
   
	
   

	
   
	
  2.        BENEFIT
  CONTINGENT ON CONTINUED EMPLOYMENT.

	
   
	
   
	
   

	
   
	
             a.     In
  the event that the employment of the Executive by the Company is terminated
  due to Retirement, Disability, Termination without Cause or Termination by
  Executive for Good Reason, the Employment Agreement shall govern.  

	
   
	
   

	
   
	
             b.     In
  the event that the employment of the Executive by the Company is terminated
  due to any reason other than his death or a reason listed in Section 2(a),
  this Agreement shall terminate and the Company shall have no obligation to
  provide the Executive or his designated beneficiary with any benefits hereunder.

	
   
	
   

	
   
	
             c.     Nothing
  contained herein shall be construed to be a contract of employment for any
  term of years, nor as conferring upon the Executive the right to continue to
  be employed by the Company, in any capacity. 
  It is expressly understood by the parties hereto that this Agreement
  relates exclusively to a death benefit for the Executive’s services, and is
  not intended to alter in any way the rights and responsibilities under the
  Employment Agreement, as such may be amended from time to time.

	
   
	
   




          3.         NO
TRUST CREATED.  Nothing contained in
this Agreement, and no action taken pursuant to its provisions by either party
hereto shall create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Executive, his designated
beneficiary or any other person.

          4.         BENEFITS
PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED GENERAL CREDITOR STATUS
OF EXECUTIVE.


	
   
	
              a.     The
  payments to the Executive’s designated beneficiary hereunder shall be made
  from assets which shall continue, for all purposes, to be a part of the
  general, unrestricted assets of the Company; no such person shall have nor
  acquire any interest in any such assets by virtue of the provisions of this
  Agreement.  The Company’s obligation
  hereunder shall be an unfunded and unsecured promise to pay money in the
  future.  To the extent that any person
  acquires a right to receive payments from the Company under the provisions
  hereof, such right shall be no greater than the right of any unsecured
  general creditor of the Company; no such person shall have nor require any
  legal or equitable right, interest or claim in or to any property or assets
  of the Company.

	
   
	
   

	
   
	
              b.     In
  the event that, in its discretion, the Company purchases an insurance policy
  or policies insuring the life of the Executive (or any other property) to
  allow the Company to recover, in whole, or in part, the cost of providing the
  benefits hereunder, neither the Executive nor any of his designated
  beneficiaries shall have or acquire any right whatsoever therein or in the
  proceeds therefrom.  The Company shall
  be the sole owner and beneficiary of any such policy or policies, and, as
  such, shall possess and may exercise all incidents of ownership therein.  No such policy, policies or other property
  shall be held in any trust for the Executive or any other person nor as
  collateral security for any obligation of the Company hereunder.




2








          5.       NON-ASSIGNABILITY
OF BENEFITS.  Neither the Executive
nor his designated beneficiary under this Agreement shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable hereunder. 
Such amounts shall not be subject to seizure by any creditor of any such
beneficiary, by a proceeding at law or in equity, nor transferable by operation
of law in the event of the bankruptcy, insolvency or death of the Executive,
his designated beneficiary, or any other beneficiary hereunder.  Any such attempted assignment or transfer
shall be void and shall terminate this Agreement; the Company shall thereupon
have no further liability hereunder.


          6.       ADMINISTRATION,
DETERMINATION OF BENEFITS, AND CLAIMS PROCEDURE.

	
   
	
             a.     The
  Plan shall be administered by the Company’s Board of Directors, which shall
  have the authority, duty and power to interpret and construe the provisions
  of the Plan as the Board deems appropriate including the authority to
  determine eligibility for benefits under the Plan. The Board shall have the
  duty and responsibility of maintaining records, making the requisite
  calculations and disbursing the payments hereunder. The interpretations,
  determinations, regulations and calculations of the Board shall be final and
  binding on all persons and parties concerned. Any benefits payable under this
  Plan will be paid only if the Plan Administrator decides in its discretion
  that the applicant is entitled to them.

	
   
	
   

	
   
	
             b.     Expenses
  of administration shall be paid by the Company. The Board shall be entitled
  to rely on all tables, valuations, certificates, opinions, data and reports
  furnished by any actuary, accountant, controller, counsel or other person employed
  or retained by the Company with respect to the Plan.

	
   
	
   

	
   
	
             c.     Notwithstanding
  any provision herein to the contrary, neither the Company nor any individual
  acting as an employee or agent of the Company shall be liable to the Executive,
  the Executive’s designated beneficiary, the Executive’s estate or any other
  person for any claim, loss, liability or expense incurred in connection with
  the Plan, unless attributable to fraud or willful misconduct on the part of
  the Company or any such employee or agent of the Company.

	
   
	
   

	
   
	
             d.     All
  claims for benefits shall be handled through the following procedure:

	
   
	
   

	
   
	
   
	
          (i)     Claim.

	
   
	
   
	
   

	
   
	
   
	
          A
  person who believes that he is being denied a benefit to which he is entitled
  under the Plan (hereinafter referred to as a “Claimant”) may file a written
  request for such benefit with the Company, setting forth his claim.  The request must be addressed to the
  President of the Company at its then principal place of business.




3








	
   
	
   
	
         (ii)    Claim
  Decision.

	
   
	
   
	
   

	
   
	
   
	
         Upon
  receipt of a claim, the Company shall advise the Claimant that a reply will
  be forthcoming within ninety (90) days and shall, in fact, deliver such reply
  within such period.  The Company may,
  however, extend the reply period for an additional ninety (90) days for
  reasonable cause.

	
   
	
   
	
   

	
   
	
             If
  the claim is denied in whole or in part, the Company shall adopt a written
  opinion, using language calculated to be understood by the Claimant, setting
  forth:

	
   
	
   
	
   

	
   
	
             (A)  The
  specific reason or reasons for such denial;

	
   
	
   

	
   
	
             (B)  The
  specific reference to pertinent provisions of this Agreement on which such
  denial is based;

	
   
	
   
	
   

	
   
	
             (C)  A
  description of any additional material or information necessary for the
  Claimant to perfect his claim and an explanation why such material or such
  information is necessary;

	
   
	
   

	
   
	
             (D)  Appropriate
  information as to the steps to be taken if the Claimant wishes to submit the
  claim for review; and

	
   
	
   

	
   
	
             (E)  The
  time limits for requesting a review under Section 6(e)(iii) and for review
  under Section 6(e)(iv).

	
   
	
   
	
   

	
   
	
   
	
         (iii)    Request
  for Review.

	
   
	
   
	
   

	
   
	
   
	
         Within
  sixty (60) days after the receipt by the Claimant of the written opinion
  described above, the Claimant may request in writing that the Assistant
  Secretary of the Company review the determination of the Company.  Such request must be addressed to the
  Assistant Secretary of the Company, at its then principal place of
  business.  The Claimant or his duly
  authorized representative may, but need not, review the pertinent documents
  and submit issues and comments in writing for consideration by the
  Company.  If the Claimant does not request
  a review of the Company’s determination by the Assistant Secretary of the
  Company within such sixty (60) day period, he shall be barred and estopped
  from challenging the Company’s determination.

	
   
	
   
	
   

	
   
	
   
	
         (iv)    Review
  of Decision.

	
   
	
   
	
   

	
   
	
   
	
         Within
  sixty (60) days after the Assistant Secretary’s receipt of a request for
  review, he will review the Company’s determination.  After considering all materials presented by the Claimant, the
  Assistant Secretary will render a written opinion, written in a manner
  calculated to be understood by the Claimant, setting forth the specific
  reasons for the decision and containing specific references to the pertinent
  provisions of this Agreement on which the decision is based.  If special circumstances require that the
  sixty (60) day time period be extended, the Assistant Secretary will so
  notify the Claimant and will render the decision as soon as possible, but no
  later than one hundred twenty (120) days after receipt of the request for
  review.




4








          7.       AMENDMENT
AND TERMINATION.  This Agreement may
not be amended, altered, modified, or terminated, except by a written
instrument signed by the parties hereto, or their respective successors or
assigns.


          8.       CHANGE
OF CONTROL.  Following a Change of
Control (as that term is defined in the Employment Agreement), the Plan shall
be continued by the surviving entity, and the Executive’s rights under this
Agreement shall not be impaired without the consent of the Executive.

          9.       INUREMENT.  This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns, and the
Executive, his successors, heirs, executors, administrators and beneficiaries.

          10.     NOTICES.  Any notice, consent or demand required or
permitted to be given under the provisions of this Agreement shall be in
writing, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailed
to a party hereto, it shall be sent by United States certified mail, postage
prepaid, addressed to such party’s last known address as shown on the records
of the Company.  The date of such
mailing shall be deemed the date of notice, consent or demand.

          11.     GOVERNING
LAW.  This Agreement, and the rights
of the parties hereunder, shall be governed by and construed in accordance with
the laws of the State of North Carolina.

          IN WITNESS
WHEREOF, the parties hereto have executed this Agreement, in duplicate, as of the
day and year first above written.

	
   
	
  Investors
  Title Insurance Company

	
   
	
   

	
   
	
   

	
   
	
  By:
	
   

	
   
	
   
	
  



  
	
   
	
   
	
  



  	
   President

	
  ATTEST:
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
  



  	
   
	
   
	
   

	
  Secretary
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Executive
	
   

					



5